Amended Statement of Beneficial Ownership (sc 13d/a)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 22)*

 

 

TIM S.p.A.

(Name of Issuer)

Ordinary Shares with no nominal value

(Title of Class of Securities)

87927W10

(CUSIP Number)

George E. Bushnell III, Esq.

Senior Vice President and Deputy General Counsel

Vivendi S.A

1755 Broadway

New York, New York 10019

Telecopy: [phone]

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

February 24, 2019

(Date of Event which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☐

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

 

 

 

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section  of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

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1.		Names of Reporting Person. I.R.S. Identification Nos. of above persons (entities only)   Vivendi S.A.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ☐        (b)  ☐
3.		SEC Use Only
4.		Source of Funds (See Instructions)   WC, AF
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)   ☐
6.		Citizenship or Place of Organization   France

Number of Shares Beneficially Owned by Each Reporting Person With				7.		Sole Voting Power   3,640,109,990
				8.		Shared Voting Power   0
				9.		Sole Dispositive Power   3,640,109,990
				10.		Shared Dispositive Power   0

11.		Aggregate Amount Beneficially Owned by Each Reporting Person   3,640,109,990
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   ☐
13.		Percent of Class Represented by Amount in Row (11)   23.943%
14.		Type of Reporting Person (See Instructions)   HC

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This Amendment No. 22 (this “Amendment”) amends and supplements the Schedule 13D filed on July 1, 2015 (the “Original Filing”), as amended by Amendment No. 1 filed on October 5, 2015 (“Amendment No. 1”), Amendment No. 2 filed on October 23, 2015 (“Amendment No. 2”), Amendment No. 3 filed on December 17, 2015 (“Amendment No. 3”), Amendment No. 4 filed on January 20, 2016 (“Amendment No. 4”), Amendment No. 5 filed on February 19, 2016 (“Amendment No. 5”), Amendment No. 6 filed on March 1, 2016 (“Amendment No. 6”), Amendment No. 7 filed on March 11, 2016 (“Amendment No. 7”), Amendment No. 8 filed on May 10, 2016 (“Amendment No. 8”), Amendment No. 9 filed on May 20, 2016 (“Amendment No, 9”), Amendment No. 10 filed on November 22, 2016 (“Amendment No. 10”), Amendment No. 11 filed on December 6, 2016 (“Amendment No. 11”), Amendment No. 12 filed on December 7, 2016 (“Amendment No. 12”), Amendment No. 13 filed on April 14, 2017 (“Amendment No. 13”), Amendment No. 14 filed on May 10, 2017 (“Amendment No. 14”), Amendment No. 15 filed on June 2, 2015 (“Amendment No, 15”), Amendment No. 16 filed on July 31, 2017 (“Amendment No. 16”), Amendment No. 17 filed on October 2, 2017 (“Amendment No. 17”), Amendment No. 18 filed on March 26, 2018 (“Amendment No. 18”), Amendment No. 19 filed on April 9, 2018 (“Amendment No. 19), Amendment No.20 filed on May 8, 2018 (“Amendment N. 20”) and Amendment No.21 filed on January 14, 2019 (“Amendment No. 21” ; and together with the Original Filing and Amendment Nos. 1 through 20, the “Schedule 13D”) by the Filing Person relating to the ordinary shares, without nominal value (the “Shares”), of TIM S.p.A., a company formed under the laws of the Republic of Italy (the “Issuer” or the “Company”). Information reported in the Schedule 13D remains in effect except to the extent that it is amended, supplemented, restated or superseded by information contained in this Amendment. Each capitalized term used herein but not defined in this Amendment shall have the meaning assigned to such term in the Schedule 13D.

Item 4. Purpose of the Transaction

Item 4 is hereby amended and supplemented by the addition of the following:

On February 24, 2019, the Reporting Person issued a press release outlining its proposal to restore value to the Company as part of a proxy solicitation launched in accordance with Italian law.

As previously reported by the Reporting Person on Amendment No. 21 to the Schedule 13D filed on January 14, 2019, the Issuer’s Shareholders’ Meeting scheduled to be held on March 29, 2019, will notably vote on resolutions submitted by the Reporting Person to:

 

•

Revoke 5 (five) of the Issuer’s current Directors in the persons of Messrs. Fulvio Conti, Alfredo Altavilla, Massimo Ferrari, Dante Roscini and Ms. Paola Giannotti de Ponti; and

 

•

Appoint 5 (five) new Directors in the persons of Mr. Franco Bernabè, Mr. Rob van der Valk, Ms. Flavia Mazzarella, Mr. Gabriele Galateri di Genola and Mr. Francesco Vatalaro, in replacement of the revoked directors.

The Reporting Person is soliciting proxies from the holders of the Issuer’s Shares for the approval of the two above-mentioned proposed resolutions and has prepared an information prospectus in connection with such solicitation which was reviewed by the Consob (the Italian financial markets regulator). An English translation of the Prospectus, the Notice to the Shareholders of Telecom Italia S.p.A., the Proxy Form and the press release issued by the Reporting Person on February 24, 2019 are attached hereto as Exhibits 1 through 4 and incorporated herein by reference.

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Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that this information set forth in this statement is true, complete and correct.

Dated: February 26, 2019

 

VIVENDI S.A.
By:		/s/ George E. Bushnell III
		Name:		George E. Bushnell III
		Title:		Senior Vice President
				& Deputy General Counsel

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SCHEDULE I-A

The name and present principal occupation or employment (and the name, principal business and address of any corporation or other organization in which such employment is conducted) of each director of Vivendi are set forth below.

Unless otherwise specified, each person listed below is a citizen of France.

 

Name		Present principal occupation or employment		Principal Business Address and Citizenship (if other than France)
Management Board
Arnaud de Puyfontaine		Chairman of the Management Board and CEO, Vivendi		42, avenue de Friedland, 75008 Paris, France
Gilles Alix		Chief Executive Officer, Bolloré Group and Senior Vice President responsible for inter-group coordination at Vivendi		42, avenue de Friedland, 75008 Paris, France
Cédric de Bailliencourt		Chief Financial Officer, Bolloré Group and Senior Vice President responsible for investor relations and inter-group financial communications at Vivendi		42, avenue de Friedland, 75008 Paris, France
Hervé Philippe		Chief Financial Officer, Vivendi		42, avenue de Friedland, 75008 Paris, France
Stéphane Roussel		Chief Operating Officer, Vivendi and Chief Executive Officer, Gameloft SE		42, avenue de Friedland, 75008 Paris, France
Frédéric Crépin		Senior Executive Vice President and Group General Counsel, Vivendi		42, avenue de Friedland, 75008 Paris, France
Simon Gillham		Chairman of Vivendi Village, Senior Executive Vice President, Communications, Vivendi		42, avenue de Friedland, 75008 Paris, France
Supervisory Board
Yannick Bolloré		Chairman of the Supervisory Board, Vivendi, and Chairman and Chief Executive Officer, Havas Group		29/30, quai de Dion Bouton Puteaux Cedex 92800 – France
Philippe Bénacin		Vice Chairman of the Supervisory Board, Co-Founder and Chairman and Chief Executive Officer, Interparfums SA		4, rond-point des Champs-Élysées 75008 Paris – France
Tarak Ben Ammar		Chairman of the Board and Managing Director, Quinta Communications		32-34, rue Poussin, 75016 Paris – France Tunisian citizen
Vincent Bolloré		Member of the Supervisory Board, Vivendi		42, avenue de Friedland, 75008 Paris, France
Paulo Cardoso		Assistant Treasurer, Vivendi		42, avenue de Friedland, 75008 Paris, France
Dominique Delport		Global Managing Director and Chief Client Officer, Havas		29/30, Quai de Dion-Bouton, 92800 Puteaux, France
Véronique Driot-Argentin		Training Manager, Vivendi		42, avenue de Friedland, 75008 Paris, France

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Aliza Jabès		Chairwoman, Nuxe group		19, rue Péclet, 75015 Paris, France
Cathia Lawson-Hall		Senior Banker and Head of Financial Institutions Group for Africa, Société Générale		17, Cours Valmy 92800 Paris La Défense 7, France
Sandrine Le Bihan		Group Company Directory and Database Manager, Vivendi		42, avenue de Friedland, 75008 Paris, France
Michèle Reiser		Philosopher		6, place Saint-Germain-des-Prés, 75006 Paris, France
Katie Stanton		Chief Marketing Officer, Color Genomics		1801 Murchison Dr #128, Burlingame, CA 94010, USA American citizen